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EXHIBIT 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
DIAMOND ANIMAL HEALTH, INC., an Iowa corporation with its principal office at
0000 X.X. 00xx Xxxxxx, Xxx Xxxxxx, Xxxx ("Company") and LOUIS VAN DAELE
("Employee"), effective as of April 19, 1996.
W I T N E S S E T H:
Whereas Company desires to employ Employee to act as its President in
an at-will capacity; and
Whereas Employee wishes to act as Company's President as an employee
in an at-will capacity;
Now, Therefore, in consideration of the mutual covenants and
warranties contained herein, the parties agree as follows:
1. Employment. Company hereby employs Employee as its President
and Employee hereby accepts such employment.
2. Duties and Responsibilities. Employee shall serve as
President of Company, with such duties and responsibilities as may be assigned
to him from time to time by the Board of Directors of Company, and with such
on-going daily duties and responsibilities as are typically entailed in the
position of President. Employee shall devote substantially all of his time and
energies to such duties.
3. Compensation. Company shall pay Employee, as compensation for
services rendered under this Agreement, compensation at the rate of $130,000
per year, payable in accordance with the usual and customary payroll practices
of Company. If for any reason during any given year, Employee does not work an
entire year, other than normal vacations as provided hereunder, the
compensation will be prorated to compensate only for the actual time worked.
4. Expenses. Company shall reimburse Employee for his reasonable
out-of-pocket expenses incurred in connection with the business of Company,
including travel away from the Company's facilities, upon presentation of
appropriate written receipts and reports and subject to the customary practices
of Company.
5. Employee Benefits. During the term of his employment
hereunder, Employee shall be entitled to receive the same benefits that the
Board of Directors establishes generally for the officers and other employees
of Company. These may include from time to time, medical insurance, life
insurance, paid vacation time and medical disability insurance.
6. Termination.
(a) At-Will. This is an at-will employment agreement and does not
bind either of the parties to any specific term or duration.
(i) Employee is free to terminate employment with Company at
any time, for any reason, or for no reason.
(ii) Company is free to terminate the employment of Employee
at any time, for any reason or for no reason, for cause or without cause, and
without any prior notice.
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(b) Severance Pay.
(i) Upon involuntary termination of his employment within
four (4) years of the date of this Agreement, Employee will be entitled to
severance pay as provided below unless he is terminated for "cause," as defined
below. If Company terminates Employee for "cause," Employee will not be
entitled to any severance pay and shall only receive pay and benefits which
Employee earned as of the date of termination.
(ii) The parties agree that for the purposes of this
Employment Agreement, a termination for "cause" will be deemed to have occurred
when Company terminates Employee's employment because of the occurrence of any
of the following events:
(A) Employee shall die, be adjudicated to be mentally
incompetent or become mentally or physically disabled to such an
extent that Employee is unable to perform his duties under this
Employment Agreement for a period of ninety (90) consecutive days;
(B) Company shall discontinue its business (for the
purpose of this provision, a merger, acquisition or sale of Company in
which Company's business is carried on by the surviving entity shall
not be deemed to be a discontinuance of the business of Company);
(C) Employee shall commit any material breach of his
obligations under this Agreement;
(D) Employee shall commit any material breach of any
material fiduciary duty to Company;
(E) Employee shall be convicted of, or enter a plea of
nolo contendere to, any crime involving moral turpitude or dishonesty,
whether a felony or misdemeanor, or any crime which reflects so
negatively on Company to be detrimental to Company's image or
interests;
(F) Employee shall commit repeated insubordination or
refusal to comply with any reasonable request of the Board of
Directors of Company relating to the scope or performance of
Employee's duties;
(G) Employee shall possess any illegal drug on Company
premises or Employee shall be under the influence of illegal drugs or
abusing prescription drugs or alcohol while on Company business or on
Company premises; or
(H) Employee shall conduct himself in a manner, which in
the good faith and reasonable determination of the Board of Directors
demonstrated Employee's gross unfitness to serve.
(iii) In the event that severance pay is due to Employee as
a result of the involuntary termination of his employment without "cause"
within four (4) years of the date of this Agreement, Employee will be paid one
(1) year's salary in twelve equal monthly installments, with the first such
installment due 15 days after the date of such termination and with the
following eleven installments due monthly thereafter.
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7. Proprietary Information. Employee agrees that, if he has not
already done so, he will promptly execute Company's standard employee
proprietary information and assignment of inventions agreement. For four (4)
years following his termination as an employee, Employee agrees not to
undertake any employment or activity wherein the loyal and complete fulfillment
of the duties of such employment or activity would necessarily call upon
Employee to reveal, to make judgments on or otherwise to use, any proprietary
business information or trade secrets of Company's business to which Employee
had access by reason of Company's business.
8. Attorneys' Fees. If any legal action arises under this
Agreement or by reason of any asserted breach of it, the prevailing party shall
be entitled to recover all costs and expenses, including reasonable attorneys'
fees, incurred in enforcing or attempting to enforce any of the terms,
covenants or conditions, including costs incurred prior to commencement of
legal action, and all costs and expenses, including reasonable attorneys' fees,
incurred in any appeal from an action brought to enforce any of the terms,
covenants or conditions. For purposes of this section, "prevailing party"
includes without limitation a party who agrees to dismiss a suit or proceeding
upon the other's payment or performance of substantially the relief sought.
9. Notices. Any notice to be given to Company under the terms of
this Agreement shall be addressed to Company at the address of its principal
place of business, and any notice to be given to Employee shall be addressed to
him at his home address last shown on the records of Company, or to such other
address as a party shall have given notice of hereunder.
10. Miscellaneous. This Agreement shall be governed by the laws
of the State of Iowa as applied to contracts between residents of that state to
be performed wholly within that state. This Agreement is the entire agreement
of the parties with respect to the subject matter hereof and supersedes all
prior understandings and agreements. This Agreement may be modified only by a
writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year hereinabove written.
DIAMOND ANIMAL HEALTH, INC.
By /s/ XXXX X. XXXXXXXXX
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Title Chairman
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/s/ LOUIS VAN DAELE
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Louis Van Daele
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